Additional Proxy Soliciting Materials (definitive) (defa14a)
September 10 2020 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 9, 2020
Date of Report (Date of earliest event reported)
Opes Acquisition Corp.
(Exact Name of Registrant as Specified in its
Charter)
Delaware
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001-38417
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82-2418815
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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4218 NE 2nd Avenue,
Miami, FL
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33137
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (305) 573-3900
N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of common stock and one redeemable warrant
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OPESU
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The Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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OPES
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The Nasdaq Stock Market LLC
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Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
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OPESW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
IMPORTANT NOTICES
Opes Acquisition Corp., a Delaware corporation
(“OPES” or “Purchaser”), and BurgerFi International LLC, a Delaware limited liability company (“BurgerFi”)
and their respective directors, executive officers, members, managers, employees and other persons may be deemed to be participants
in the solicitation of proxies from the holders of Purchaser’s common stock in respect of the proposed transaction described
herein. Information about OPES’s directors and executive officers and their ownership of OPES’s common stock is set
forth in OPES’s Prospectus, dated March 13, 2018, Annual Report on Form 10-K, dated March 30, 2020 and the definitive proxy
statement on Schedule 14A dated August 31, 2020, filed with the Securities and Exchange Commission (the “SEC”), as
modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding
the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed
transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
In connection with the transaction described
herein, Purchaser will file relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing
its definitive proxy statement relating to the transaction with the SEC, Purchaser will mail the definitive proxy statement and
a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction, and other proposals. INVESTORS
AND SECURITY HOLDERS OF PURCHASER ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT PURCHASER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT OPES, BURGERFI AND THE TRANSACTION. The definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents
filed by Purchaser with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to OPES
at: 4218 NE 2nd Avenue, Miami, FL 33137.
This Current Report on Form 8-K contains
certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including
statements about the execution of definitive agreements relating to the Business Combination by and among OPES and BurgerFi and
the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such
statements include, but are not limited to, statements regarding the proposed transaction. The words “expect,” “believe,”
“estimate,” “intend,” “plan,” and similar expressions indicate forward-looking statements.
These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but
are not limited to: (i) risks related to the timing of the completion of the Business Combination, (ii) the ability to satisfy
the various conditions to the closing of the Business Combination set forth in the Membership Interest Purchase Agreement, (iii)
the occurrence of any event, change or other circumstances that could give rise to the termination of the Membership Interest Purchase
Agreement, (iv) the risk that there may be a material adverse effect on the business, properties, assets, liabilities, results
of operations or condition (financial or otherwise), of BurgerFi or its subsidiaries or franchisees, taken as a whole; (v) risks
related to disruption of management time from ongoing business operations due to the proposed Business Combination; (vi) the risk
that any announcements relating to the proposed Business Combination could have adverse effects on the market price of OPES’s
common stock; and (vii) other risks and uncertainties and other factors identified in OPES’s prior and future filings with
the SEC, available at www.sec.gov.
A further list and description of risks
and uncertainties can be found in the proxy statement on Schedule 14A that will be filed with the SEC by Purchaser in connection
with the proposed transaction, and other documents that the parties may file or furnish with the SEC, which you are encouraged
to read.
Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated
by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made, and OPES and BurgerFi, and their respective subsidiaries, if
any, undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made
except as required by law or applicable regulation.
Item 7.01 Regulation FD
On September 9, 2020, members of the management team of Opes Acquisition
Corp. (“OPES”) and BurgerFi International LLC (“BurgerFi”) presented at the 9th Annual Gateway Conference.
A copy of the transcript from the presentation is attached hereto as Exhibit 99.1. Attached as Exhibit 99.2 is the investor
presentation that was used by OPES and BurgerFi..The foregoing information, including the transcript attached hereto as Exhibit
99.1 and the investor presentation attached hereto as Exhibit 99.2 , is being furnished pursuant to Item 7.01 of this Current
Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 10, 2020
OPES ACQUISITION CORP.
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By:
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/s/ Ophir Sternberg
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Name:
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Ophir Sternberg
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Title:
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Chairman and Chief Executive Officer
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